XXXXX FARGO FUNDS TRUST
XXXXX FARGO FUNDS MANAGEMENT, LLC
PEREGRINE CAPITAL MANAGEMENT, INC.
INVESTMENT SUB-ADVISORY AGREEMENT
APPENDIX A
Diversified Bond Fund
Diversified Equity Fund
Diversified Small Cap Fund
Growth Balanced Fund
Growth Equity Fund
Large Company Growth Fund
Moderate Balanced Fund
Small Company Growth Fund
Small Company Value Fund
Strategic Growth Allocation Fund
Strategic Income Fund
Tactical Maturity Bond Fund
Approved by Board of Trustees: October 24, 2000, August 7, 2001, November 6,
2001, November 27, 2001 (to change the name of the Positive Return Bond Fund to
Tactical Maturity Bond Fund), and December 23, 2001 (to change the name of the
Aggressive Balanced-Equity Fund to the Strategic Growth Allocation Fund).
Most Recent Annual Approval Date: August 6, 2002.
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SCHEDULE A
XXXXX FARGO FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
This fee agreement is made as of the 27th day of November, 2001, by and
between Xxxxx Fargo Funds Management, LLC (the "Adviser") and Peregrine Capital
Management, Inc. (the "Sub-Adviser") and
WHEREAS, the parties and Xxxxx Fargo Funds Trust (the "Trust") have
entered into an Investment Sub-Advisory Agreement ("Sub-Advisory Agreement")
whereby the Sub-Adviser provides investment management advice to each series of
the Trust as listed in Appendix A to the Sub-Advisory Agreement (each a "Fund"
and collectively the "Funds").
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid
to the Sub-Adviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the
Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a
monthly basis by applying the following annual rates per Fund:
1. for the Small Company Value Fund:
a. 0.50% on the first $175 million;
b. 0.75% on all sums in excess of $175 million.
2. for the Tactical Maturity Bond Fund:
a. 0.40% on the first $10 million;
b. 0.30% on the next $15 million;
c. 0.20% on the next $275 million;
d. 0.10% on all sums in excess of $300 million.
3. for assets formerly invested in Large Company Growth Portfolio:
a. 0.75% on the first $25 million;
b. 0.60% on the next $25 million;
c. 0.50% on the next $225 million;
d. 0.30% on all sums in excess of $275 million.
4. for assets formerly invested in Small Company Growth Portfolio:
a. 0.90% on the first $50 million;
b. 0.75% on the next $130 million;
c. 0.65% on the next $160 million;
d. 0.50% on the next $345 million;
e. 0.52% on the next $50 million;
f. 0.55% on all sums in excess of $735 million.
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5. for assets formerly invested in the Small Company Value Portfolio:
a. 0.50% on the first $175 million;
b. 0.75% on all sums in excess of $175 million.
6. for assets formerly invested in Tactical Maturity Bond Portfolio:
a. 0.40% on the first $10 million;
b. 0.30% on the next $15 million;
c. 0.20% on the next $275 million
d. 0.10% on all sums in excess of $300 million.
provided, that no fee shall be payable hereunder with respect to a Fund during
any period in which the Fund invests all (or substantially all) of its
investment assets in a registered, open-end, management investment company, or
separate series thereof, in accordance with and reliance upon Section
12(d)(1)(E) under the Act.
The net assets under management against which the foregoing fees are to
be applied are the net assets as of the last day of the month. If this fee
agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this agreement is in effect shall be subject to a pro rata adjustment
based on the number of days elapsed in the current month as a percentage of the
total number of days in such month. During any period when the determination of
net asset value is suspended, the net asset value for the last day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of the month.
The foregoing fee schedule shall remain in effect until changed in
writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By: /s/ XXXXXX XXXX
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Xxxxxx Xxxx
Vice President
PEREGRINE CAPITAL MANAGEMENT, INC.
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
President
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